SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
STRUCTURED PRODUCTS CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-3692801
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(State of incorporation or (IRS Employer Identification No.)
organization)
390 Greenwich Street
New York, New York 10013
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(Address of principal executive (Zip Code)
offices)
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If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A. (c), please check Instruction A. (d), please check
the following box. [x] the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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2,700,000 TIERS(SM) Callable
Principal-Protected Asset Backed
Trust Certificates, Series S&P 1999-2
with a par amount of $27,000,000
(the "Certificates") American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
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NONE
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Item 1. Description of Registrant's Securities to be Registered.
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The description of the Certificates to be registered hereunder is set forth
under the captions entitled: "Summary Information--Q&A"; "Risk Factors";
"Description of the Certificates"; "Certain ERISA Considerations"; and "United
States Federal Income Tax Considerations" in Registrant's Prospectus Supplement
related to the TIERS(SM) Callable Principal-Protected Asset Backed Trust
Certificates, Series S&P 1999-2, which Prospectus Supplement is hereby deemed to
be incorporated by reference into this Form 8-A, a copy of which Prospectus
Supplement is to be filed pursuant to Rule 424(b) under the Securities Act as of
the date such Prospectus Supplement is to be filed, and "Risk Factors" and
"Description of Certificates" in Registrant's Prospectus, dated May 13, 1999,
which description is incorporated herein by reference.
Item 2. Exhibits.
1. Certificate of Incorporation of Structured Products Corp. is set forth
as Exhibit 3.1 to the Registration Statement on Form S-3 and is incorporated
herein by reference.
2. By-laws, as amended, of Structured Products Corp. are set forth as
Exhibit 3.2 to the Registration Statement and are incorporated herein by
reference.
3. Form of Trust Agreement is set forth as Exhibit 4.3 to the Registration
Statement and is incorporated herein by reference.
4. Form of the Prospectus is attached to the Registration Statement and is
incorporated herein by reference.
5. Form of the Prospectus Supplement related to the TIERS(SM) Callable
Principal-Protected Asset Backed Trust Certificates, Series S&P 1999-2, which is
to be filed with the Securities and Exchange Commission on the date of initial
delivery of the Securities, pursuant to the Rule 424(b)(5) under the Securities
Act of 1933, and is incorporated herein by reference.
6. Form of TIERS(SM) Asset Backed Supplement Series S&P 1999-2 related to
the TIERS(SM) Callable Principal-Protected Asset Backed Trust Certificates,
Series S&P 1999-2, which is to be filed with the Securities and Exchange
Commission on the date of initial delivery of the Securities.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
STRUCTURED PRODUCTS CORP.
Date: November 29, 1999
By:/S/ Matthew R. Mayers
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Authorized Signatory
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